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<TYPE>EX-99.2L OPIN COUNSL
<SEQUENCE>4
<FILENAME>ba00250209ap9.txt
<TEXT>



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     [LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]





                                                 FILE NUMBER
                                                 889633


                                  January 24, 2002



Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004

    Re:  Alliance National Municipal Income Fund, Inc.:
         Registration Statement on Form N-2  (1933 Act File
         No. 333-73130 and 1940 Act File No. 811-10573)

Ladies and Gentlemen:

         We have served as Maryland counsel to Alliance National
Municipal Income Fund, Inc., a Maryland corporation registered
under the Investment Company Act of 1940, as amended (the "1940
Act"), as a closed-end management investment company (the
"Company"), in connection with the filing by the Company of the
above-referenced Registration Statement on Form N-2 (the
"Registration Statement") with the United States Securities and
Exchange Commission under the Securities Act of 1933, as amended
(the "1933 Act"), and the 1940 Act, relating to certain shares
(the "Shares") of Common Stock, $.001 par value per share (the
"Common Stock"), of the Company to be issued pursuant to an
underwriting agreement in the Company's initial public offering
as described in the Registration Statement.

         In connection with our representation of the Company,
and as a basis for the opinion set forth below, we have examined
originals, or copies certified or otherwise identified to our
satisfaction, of the following documents (collectively, the
"Documents"):

         1.   The Registration Statement, including the form of
prospectus relating to the offering of the Shares included
therein;

         2.   The charter of the Company (the "Charter"),
certified as of a recent date by the State Department of
Assessments and Taxation of Maryland (the "SDAT");



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         3.   The Bylaws of the Company, certified as of the date
hereof by an officer of the Company;

         4.   A certificate, dated as of a recent date, of the
SDAT as to the good standing of the Company;

         5.   Resolutions adopted by the Board of Directors of
the Company, relating to the sale and issuance of the Shares (the
"Resolutions"), certified as of the date hereof by an officer of
the Company;

         6.   A certificate executed by an officer of the
Company, dated as of the date hereof; and

         7.   Such other documents and matters as we have deemed
necessary or appropriate to express the opinion set forth below,
subject to the assumptions, limitations and qualifications stated
herein.

         In expressing the opinion set forth below, we have
assumed the following:

         1.   Each individual executing any of the Documents,
whether on behalf of such individual or another person, is
legally competent to do so.

         2.   Each individual executing any of the Documents on
behalf of a party (other than the Company) is duly authorized to
do so.

         3.   Each of the parties (other than the Company)
executing any of the Documents has duly and validly executed and
delivered each of the Documents to which such party is a
signatory, and such party's obligations set forth therein are
legal, valid and binding and are enforceable in accordance with
all stated terms.

         4.   Any Documents submitted to us as originals are
authentic.  The form and content of any Documents submitted to us
as unexecuted drafts do not differ in any respect relevant to
this opinion from the form and content of such Documents as
executed and delivered.  Any Documents submitted to us as
certified or photostatic copies conform to the original
documents.  All signatures on all Documents are genuine.  All
public records reviewed or relied upon by us or on our behalf are
true and complete.  All representations, warranties, statements
and information contained in the Documents are true and complete.
There has been no oral or written modification of or amendment to
any of the Documents, and there has been no waiver of any
provision of any of the Documents, by action or omission of the
parties or otherwise.


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         5.   None of the Shares will be issued to a Principal
Shareholder (as defined in the Charter), if any, except to the
extent permitted by the Charter and in accordance with the
Resolutions.

         6.   Upon any issuance of the Shares, the total number
of shares of Common Stock issued and outstanding will not exceed
the total number of shares of Common Stock that the Company is
then authorized to issue under the Charter.  The number of Shares
issued in accordance with the Registration Statement will not
exceed the number of Shares authorized for issuance in the
Resolutions.

         Based upon the foregoing, and subject to the
assumptions, limitations and qualifications stated herein, it is
our opinion that:

         1.   The Company is a corporation duly incorporated and
existing under and by virtue of the laws of the State of Maryland
and is in good standing with the SDAT.

         2.   The issuance of the Shares has been duly authorized
and, when issued and paid for in accordance with the Resolutions
and the Registration Statement, the Shares will be validly
issued, fully paid and nonassessable.

         The foregoing opinion is limited to the substantive laws
of the State of Maryland and we do not express any opinion herein
concerning any other law.  We express no opinion as to the
applicability or effect of federal or state securities laws,
including the securities laws of the State of Maryland, or as to
the 1940 Act.  The opinion expressed herein is subject to the
effect of any judicial decision which may permit the introduction
of parol evidence to modify the terms or the interpretation of
agreements.

         The opinion expressed herein is limited to the matters
specifically set forth herein and no other opinion shall be
inferred beyond the matters expressly stated.  We assume no
obligation to supplement this opinion if any applicable law
changes after the date hereof or if we become aware of any fact
that might change the opinion expressed herein after the date
hereof.

         This opinion is being furnished to you for your
submission to the Commission as an exhibit to the Registration
Statement.  We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.  In giving this consent,
we do not admit that we are within the category of persons whose
consent is required by Section 7 of the 1933 Act.



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                                  Very truly yours,



                                  /s/ Ballard Spahr Andrews &
                                  Ingersoll LLP















































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